0000950123-09-073054 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • December 23rd, 2009 • Vantagepoint Funds • Delaware

This Investment Subadvisory Agreement is made as of January 4, 2010 (the “Effective Date”), by and among Vantagepoint Investment Advisers, LLC, a Delaware limited liability company (hereafter “Client”), Shenkman Capital Management, Inc., a New York corporation (hereafter “Subadviser”), and THE VANTAGEPOINT FUNDS, a Delaware statutory trust.

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ANTI-MONEY LAUNDERING AMENDMENT
Vantagepoint Funds • December 23rd, 2009

This ANTI-MONEY LAUNDERING AMENDMENT (this “Amendment”) amends as of the 29th day of August, 2002 (the “Effective Date”), the Transfer Agency and Administrative Services Agreement, dated as of March 1, 1999, between The Vantagepoint Funds, a Delaware Business Trust (the “Fund”) and Vantagepoint Transfer Agents, LLC, a Delaware limited liability company (the “Transfer Agent”) (the “Agreement”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • December 23rd, 2009 • Vantagepoint Funds • Delaware

By this Agreement, Vantagepoint Investment Advisers, LLC (“VIA”) agrees to waive and/or reimburse, on the terms and subject to the conditions set forth herein, certain fees or expenses of the Vantagepoint Milestone 2045 Fund (the “Fund”), a separate series of The Vantagepoint Funds.

AMENDMENT No. 3 TO DOMESTIC CUSTODY AGREEMENT
Domestic Custody Agreement • December 23rd, 2009 • Vantagepoint Funds

This AMENDMENT, effective as of December 10, 2009, is to the DOMESTIC CUSTODY AGREEMENT, dated as of April 4, 2008 (as amended from time to time, the “Agreement”), both by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ( the “Bank”) and THE VANTAGEPOINT FUNDS, on behalf of itself and each of the series listed on Appendix A thereto (each such fund a “Customer”).

AMENDMENT No. 4 TO DOMESTIC CUSTODY AGREEMENT
Domestic Custody Agreement • December 23rd, 2009 • Vantagepoint Funds

This AMENDMENT, effective as of January 4, 2010, is to the DOMESTIC CUSTODY AGREEMENT, dated as of April 4, 2008 (as amended from time to time, the “Agreement”), both by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ( the “Bank”) and THE VANTAGEPOINT FUNDS, on behalf of itself and each of the series listed on Appendix A thereto (each such fund a “Customer”).

ANTI-MONEY LAUNDERING AMENDMENT
Vantagepoint Funds • December 23rd, 2009

This ANTI-MONEY LAUNDERING AMENDMENT (this “Amendment”) amends as of the 29th day of August, 2002 (the “Effective Date”), the Distribution Agreement, dated as of March 1, 1999, between The Vantagepoint Funds, a Delaware Business Trust (the “Fund”) and RC Services, LLC, a Delaware limited liability company (the “Distributor”) (the “Agreement”).

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